An Auburn Fox
by Serenitychan13
Summary: Captain Steve Rogers is out on the road until the world needs him again. After a long and rather fruitless trek, he ends up back in a semi-familiar city. However, he's never met a girl in a bar quite like this before. Miss Judy Anne Fox is one of a kind!
1. Prologue

**Disclaimer: **_**Okay, let's put this out here first thing – I own nothing. Well, except Judy Anne Fox. She's mine and you can't use her unless you ask nicely. I'm always open to asking nicely. But seriously, no Marvel or Marvel universe character is mine.**_

Prologue

Atlanta, Georgia – he'd only been down South once before. But he'd taken the bike SHIELD had given him all the way down Interstate 95 from Boston. He had discovered he kind of liked Savannah. When he asked a waiter in Kevin Barry's Irish Pub what else in Georgia was worth seeing, the fellow had said Atlanta. Really, not much other than that, the guy told him. But if he just got on I-16 and went up through Macon, he'd hit 75 in two hours. Captain Steve Rogers decided not to mention he'd been to Atlanta before.

And so he had gone. Honestly, he'd never seen a more boring stretch of road than the two and a half hours he'd spent on I-16. Yeah, it took an extra half hour because of a good sixteen miles with a full lane blocked off with barrels. All that mess and he couldn't see any actual _work _being done…

He'd stopped in Macon, at a diner-type place in a dingy shopping-center type place. A pretty waitress with her hair in a ponytail hanging all the way down her back approached and seated him. She had a friendly smile in bright red lipstick and hazel-green eyes. Somehow, she managed to talk him into a triple-decker burger with Swiss cheese and portabella mushrooms. Her face looked familiar.

"Do I know you?" he asked her, looking at her face carefully.

She tilted her head at him – her name tag said 'Maria.'

"Don't guess so," she said, eyeing him just as peculiarly before scurrying into the back. He could hear her shouting, "Hey Mikey – I got one for you!"

In moments, she returned with a tray – upon it, a large frosted glass topped with whipped cream and a cherry.

"But I didn't order…" he started to protest.

Maria shook her head, flinging her long ponytail back and forth.

"You're one of the good guys – you deserve a chocolate malt now and then," she told him, dropping her volume. "Don't say anything to my manager, okay?"

She smiled at him and gave him a "V for victory" sign before scampering off again.

That had been one of the best lunches he could remember in a while.

* * *

So now he had wound up in Atlanta. In exactly the same part of it that he had been last time… This time, he headed for the Vortex – the big place with a door shaped like a skull with flaming eyes. He'd been in the Varsity, recommended to him by a lady in a gas station – great place, really. But he'd found himself joined by a friendly guy in an Atlanta Braves jersey. Since the guy's lady friend had a friend who needed a date, he found himself invited to a Braves game.

That had been amazing – 11 innings and the Braves clobbered the Cubs. He'd had a few beers with the guy and his two friends. The girl they'd fixed him up with – her name was Shellie. A redhead who could hold a beer in each hand, perfectly follow a game of baseball, and belch to beat the band. He wasn't sure what to make of her. Pretty soon, he was sure she was bored with him.

They'd insisted on taking him out for a few drinks after the game. It was a Friday night – the Vortex would be open until at least 2 AM. Shellie and Megan had tucked right into some Red Brick Brown Ales. Paul had refrained during the game so he and Steve could look out for the ladies. Captain Rogers could appreciate that. It wasn't that the girls couldn't hold it, but they sure as heck weren't driving. So Paul had sprung for a Bucket of Skulls and promptly put away two of them. Just for a laugh, Steve took out two more. Megan had downed the last one, polishing off her ale just before.

"Oh hey!" screamed Shellie, jumping down from her barstool and rushing over to someone. "I haven't seen you in forever! Meg, get over here!"

And the brunette had clambered down, thanking Steve when he caught her from turning her heel. The two young ladies were exchanging impossibly-pitched squeals near the end of the bar. Paul, with a beer in his hand, got down too – apparently he knew this person as well. Steve didn't know any of them all that well, so he waved down a young lady with violently pink hair.

"What can I getcha, sugar?" she yelled over the rest of the crowd. "You want another beer?"

Steve shook his head.

"No thanks, not right now," he answered. "Just a glass of water?"

Within seconds, there was a highball glass full of water and ice leaking condensation all over the bar in front of him. He took a deep drink, chasing the cigarette smoke ambient in the place out of his throat. He looked around the place and found himself damn near dazzled… A picture of a half-naked lady hung off the ceiling in one corner! He caught himself staring and averted his eyes to a very fake boar's head with a Santa Claus hat on it. He heard his new friends' voices coming closer to him again.

"So who's your new friend, Shell?" a new voice, a female voice, asked brightly.

Steve got down off his barstool and stood a little straighter. He looked her over and couldn't help his eyes and mouth opening a bit wider than normal. She had wavy auburn hair, pinned into several soft rolls. A tan, heart-shaped face smiled at him and long eyelashes blinked back at him,

"Captain Steve Rogers, Ma'am," he introduced himself.

The lady extended a gloved hand – black cotton.

"Fox," she said simply.

His brow furrowed, and he didn't return the handshake yet.

"Ma'am?" he asked, trying to be polite – this gal had already wrong-footed him.

She smiled brilliantly – he noticed that she used the same shade of red lipstick as Peggy had, so he smiled back.

"Pardon me…" she giggled. She shook his hand, quite a bit stronger than he expected. "Miss Judy Anne Fox."

The other girls giggled, as if they had seen this kind of performance many times – Paul grinned at Steve, holding up his beer in salute.

"P-… pleasure's mine, Miss Fox." Steve tried not to look and sound completely awkward – he still was no good at talking to women. Okay… that one time he kind of had to, the whole 'they're breaking Manhattan' issue. Looking around, he gestured to the bar. "Uh… would you like to sit? I mean… um… Have a seat?"

She smiled, this time showing very white teeth.

"I'd love to," she agreed.

All right, this time he knew what to do – he pulled the barstool back for her and offered her his hand. She nodded to him and pushed herself up into the black leather seat. Paul and the girls joined them. Shellie turned to Megan and the two of them started to giggle. Somehow, Steve didn't feel nearly as embarrassed he normally would have. Miss Judy Anne Fox had immediately stood out as someone he did not know how to react to.

"So…" he turned to her, still feeling so out of place that he might as well have been wearing somebody else's skin. "Would you mind if I bought you a drink?"

She tilted her head at him, arching one perfectly-done eyebrow.

"I do when you ask like that," she all but snapped.

His eyes widened for a moment – how the dickens had he done that wrong?

"Beg your pardon, ma'am?"

She crossed her ankles and sat up rather primly.

"Ask me with some conviction, why don't you?" she commanded – okay, this was new.

He processed this for a moment.

"All right, let me rephrase that," he started carefully. Her eyes, a striking shade of green, flashed at him as though she might explode. He took a deep breath and asked her, "What would you like to drink, Miss Fox?"

Her entire face lit up and that expression seemed to light their end of the bar – Steve scowled inwardly at the look she earned from a biker.

"That's much better!" she praised him. Then she turned to the bartender, the same young lady with the pink hair. "Dorothy, can we get two Skull Crushers over here?"

The girl's eyes, lavender courtesy of specialty contacts, widened and her pink-dyed eyebrows went up.

"One of those _better _be for him," Dorothy threatened good-naturedly.

Miss Fox laughed, her eyes closing for a moment.

"Of course, of course!" she assured the pink-haired girl. "Meg and Shellie and I are splitting the other one."

The two other ladies mentioned all of a sudden looked very interested.

"We're doing what?" demanded Shellie.

Steve all of a sudden looked very uncomfortable – he glanced at the content of that particular drink and could see this going badly. It came bigger than a pint glass, for Pete's sakes, and had more alcohol in it than most after-shave lotion! But Dorothy put two of them in front of him. He sniffed the air near the glasses – it smelled strongly of paint thinner and peaches. Shellie quickly grabbed the handle on one and the bartender produced three straws. Noticing his demeanor, Miss Fox turned back to Steve.

"Oh don't worry, Captain – I've got this," she said in a confidential sort of voice. "Mom taught me never to let a man pay for my drinks."

Somehow, this made him smile – it was actually quite a sensible rule.

"Well, not how I was raised, but whatever you say, ma'am," he assented, looking down at the drink in his hand as if it might be radioactive.

With Miss Fox watching him, he lifted the glass and tried it. Dear Lord! The stuff froze the inside of his mouth the way dentist stuff did! Dr. Erskine's serum had made his metabolism run four times as fast as a normal person's right? Well, with half that drink gone, he realized that did not mean he could never get drunk. Maybe it just meant it took a whole lot more…

"Here! Steve, we can't finish it!" slurred Meg, who was far more intoxicated than she had been not very long ago. Apparently the rest of the night had caught up with her rather suddenly. "We don't waste shit here!"

And she nearly fell off her barstool, giggling. Shellie wasn't far behind her, sniffling and singing "Hotel California" along with the radio. Paul got down from his barstool and tried to get his arms around both girls. Steve put his drink down, three-quarters empty, for a second and looked back at his new friends.

"Are they all right?" he asked, everything around him just barely turning fuzzy every time he blinked.

Paul nodded, fishing in one pocket for his cell phone.

"Yeah, they'll be fine," he told Steve. "It's just, I've been drinking, so I've gotta call my buddy to get my car."

Steve nodded, the action feeling just slightly more difficult than it should.

"Great to meet you," he told the other man, nodding to both girls as well. "Good night, ladies."

They giggled and held onto each other as Paul helped them out the door, struggling with his phone. Miss Fox, on the other hand, still seemed perfectly coherent. He hadn't really seen her drink all that much, but maybe he wasn't watching the drinking very closely… All of a sudden, her green eyes were fixed back on him and he put away the rest of his first drink before picking up the second – it was a little less than half gone.

"So, remind me of your name, Captain?" she asked him, smiling inscrutably.

He blinked at her and swallowed his drink hard.

"Steve Rogers, ma'am," he answered, speaking a bit more carefully than usual – it only just touched him. "Pleased to meet you, Miss Fox…"

She smiled again, this time slower and… almost dangerous.

"Call me Judy Anne," she told him. "I like you, Steve."


	2. Chapter 1

**Disclaimer: **_**Only Judy Anne Fox is mine. You want her, you ask nice. Anything else, not mine – don't sue… Don't own the Vortex either. But they have really good food.**_

Chapter 1

Captain Rogers gaped at her. He had seen women do some incredible things before, namely Peggy and that redhead, Natasha what's-her-name… But they both had special training to do what they did. It was basically all protocol to them. This Miss Judy Anne Fox seemed to be in another league altogether and he couldn't place it. Did this make her dangerous?

"I… um… I'm glad?" What else was he supposed to say! "You… seem pretty interesting yourself."

For a very long second, he thought about finding a polite way to excuse himself. But then an old thought kicked him in the head – don't leave a lady alone in a strange place. Miss Fox looked him up and down, her expression openly calculating. What in heaven's name did she want? She leaned closer to him.

"I get that a lot," she informed him. This woman had all the confidence of that Stark idiot, with none of the irritating other bits. "So, you look kind of familiar. I could swear I've seen you someplace before."

He stared at her, realized he was, and looked down at the bar.

"Couldn't tell you, ma'am," he said, wishing he could tell her something a bit more engaging. "Only ever been in this town once…"

She laughed again. He couldn't help staring at her when she laughed. Ugh, he hoped it was dark enough in here that she couldn't see much of his face. It was embarrassing, a grown man blushing just 'cause he made a girl laugh! Then he found himself with one of those black-gloved hands on his shoulder. All of a sudden, his insides felt cold while his face felt hot!

"Relax, I know I've never seen you before," she told him, still smiling. Did that light _ever _go out of her eyes? She turned the seat of her barstool to face him. "I just wanted an excuse to tell you I think you're gorgeous."

His mind totally blanked on him. What was he supposed to say to_ that_? Somehow, it seemed his facial muscles had overridden his systems and he wound up with this goofy half-grin going on. Miss Fox studied him again, this time with her hand under her chin, one fingertip on her cheek. He ended up looking at the bar again. Maybe the swirling last quarter of that drink from hell she had ordered would give him the answer? So he downed it. Nope! Nothing!

But she refused to let him look away for terribly long. His brain nearly exploded with excitement combined with a neat chunk of fear at her next move. That black-gloved hand put one fingertip to his cheek. Before he could think straight, she actually turned his head to ensure he would look at her! Swallowing hard, he felt color drop out of his face, eyes widening. Miss Fox… no, wait, she'd asked him to call her Judy Anne, still smiled that odd smile at him. Had he seen that smile leave her face since they met.

"You're finished with your drink. I'm finished with mine." She gave him time to process this – it seemed to take a while. "Do you have a place to stay tonight? And don't worry, I'm not dangerous, nor am I in the habit of doing this."

He opened his mouth and shut it, repeating this action a few times like a water-starved goldfish.

"It's been a long time since I've seen a guy like you," she continued by way of explanation. "You seem harmless and I'd like to get to know you a bit better."

Okay, he had seen ladies like this in Europe – they came up to his buddies all the time. Was she… like that? No, she couldn't be. She dressed too nice. And she had all her teeth, from what he could tell. When she smiled at him again, he noticed that they were perfectly straight too. He collected his thoughts, what remained of them, and opened his mouth to speak.

"Uh… no, ma'am, hadn't found anywhere yet," he told her after a couple of false starts. "Did you know of a decent place?"

And then he kicked himself for being a moron. She started to laugh again. Well, that was it… He waited for her to get down from her barstool and leave, never to be seen again. But she didn't. She remained where she was, tilting her head at him as if to gauge whether his response had been serious. For a moment, she looked confused as she determined that yes, he had meant that.

"Yes… If you're okay with it, you can stay with me tonight," she explained, not sure of whether or not to slow down her speech. "Meg and Shellie vouched for you and Paul said you're a good guy."

Okay, finally – something he understood!

"Yes, ma'am, I've always tried to be one of the good guys," he said, a touch of nostalgia creeping into his voice.

Judy Anne smiled again.

"Okay, good." She slid down from her barstool. "I'll be right back."

He nodded and watched her head for the end of the bar, calling out for Dorothy. The bar had started to thin out a bit, so the pink-haired girl was able to get over to her within a decent time. They took care of their transaction and the two ladies hugged over the bar. Then she came back, allowing him to look her up and down once more. A black pencil skirt clung to her figure from the waist down, drawing his immediate attention. Her pink shirt displayed her top half, half covered by a faux-sable capelet, in ways he tried not to stare at. She put her wallet back in her handbag and fished out a set of car keys.

"Ready to go, Captain?" she asked, dangling the keys from one fingertip. "You can either follow or ride with me. Dorothy's got a friend who'll watch your bike – Shellie said it's a really nice one!"

He weighed his options – apparently, she could see the wheels going in his head, so she just took hold of his arm.

"Okay, so you're riding with me," she ordered, directing them both towards the door. "Y'all have a good night!"

Half the staff of the Vortex yelled back at her in a friendly manner. Steve waved awkwardly with her and let her precede him out the door. He gave himself a little shake at seeing the building across the street. A big neon star decorated the front – well, he had no desire to ever go back in there. Judy Anne led him behind a building labeled "The Junk Man's Daughter." There was a parking lot back there, not very well-lit.

"Car's over here," she announced, pointing at the back corner. "I live about five minutes from here, but I didn't feel like walking it in heels."

Steve looked around warily at the parking lot. A rough-looking fellow in shorts and a plaid shirt had watched them come out of the Vortex. He wasn't a parking lot attendant and he had a larger friend with him. This guy had on a trucker hat and rude T-shirt. Both of them had bottles in their hands, covered in brown paper bags. The two of them approached Judy Anne as if Steve had still been the 90-pound chicken wing he used to be.

"Hey, sweetheart!" the smaller one raised his voice to her. She kept walking. "Just listen – I just want to know the time!"

She paused momentarily and took a cell phone out of her handbag.

"It's 1:15," she told him, her tone polite and clipped. "Now if you gentlemen will excuse me."

But then the second fellow stepped forward.

"Bars don't close 'til 2," he said. "You should come out with us!"

Judy Anne's features set stonily – she was not in the mood to handle this kind of thing at the moment.

"I said 'excuse me,' didn't you hear?" she stated more than asked. "I'm with somebody."

The two approached her, still disregarding Steve.

"Well, you should still come out with us," the smaller one said. "I bet this fag don't even know how to treat a girl!"

Judy Anne rolled her eyes and made to step past them when the larger one put a hand on her arm – her eyes flashed dangerously.

"Get your hand off me and don't touch me again," she ordered, pulling away. "You seriously have five seconds to clear off."

The larger guy instead stepped into her personal space – she tried to go around them again, but he took hold of her shoulder.

"Look, we just want to take you out and have a good time," he tried to tell her. "Pretty girl like you…"

She kicked his shin, saying "Get the hell off me!"

The first guy pushed her back.

"Can't talk to me like that, ho!" he shouted.

Steve looked over at the policeman who stood at the entrance to the Vortex. Unfortunately, the place was loud enough that he couldn't hear the disturbance, the crowd thick enough that he couldn't see it either. So Captain Rogers cracked his neck and stepped forward. Looking from one of the guys to the other, he put a hand on Judy Anne's shoulder.

"Gentlemen, we'd prefer not to have any trouble," he told them. "Now, I believe this lady asked you to go."

"Now the fag's gonna tell me what to do?" the larger fellow bowed up at the two of them. "Well I think I could break your fuckin' face!"

Judy Anne glared at the two of them, her hand going into her purse again.

"Leave him alone," she growled, finding what she needed. "It's pathetic how you get all bent out of shape just because a lady told you 'no'."

The smaller guy took her by the arm again, but quickly drew back, cursing and bleeding from his opposite arm. He threw his bottle at her, but she dodged it easily. It shattered, pouring the powerful smell of very cheap whiskey into the air around them. Judy Anne tilted her head at the guy, knife in hand. But Steve had seen just about enough.

"Okay, fellas," he cut in, dropping his voice into his chest and drawing a fist up, just in case. "The way I was raised, you don't swing at a lady. Why don't you leave like she asked?"

The larger man decided to try and swing his bottle at Steve's head. He was on the ground, on his ass ten feet away before he knew what hit him. The other guy looked as though he might try to retaliate for his friend. But between Steve's fist and the look on Judy Anne's face as she studied his blood on her knife… Yeah, maybe he would go home and re-think his life. He pulled a cigarette out of his shirt pocket and lit it, backing away.

"Yeah whatever, fuck you," he blustered, skulking back over towards the liquor store with his smoke.

Judy Anne looked up at Steve, pulling a pretty handkerchief out of her handbag and wiping off the knife. She carefully folded it and tucked it back in where it had come from. Captain Rogers, the adrenaline slowly leaking away and calming down, cracked his neck again and returned the look. He couldn't quite figure her out.

"Thanks for that," she said, still not losing the confidence he had seen in her at the bar. She watched the first guy trying to pull his friend off the ground. "Jerks…"

Steve nodded, still uncomfortable from the confrontation.

"It's kind of my job, ma'am," he answered, letting her continue to lead him to the car. "Just glad they didn't give you any more trouble."

Judy Anne smiled again, fiddling with her car keys and finding the little black plastic bit with the buttons on it. Cursing under her breath, she kept pushing the large red button at the bottom. Then she smacked the plastic part against her palm and pushed the button again. Steve covered his ears at the blaring _honk-honk_ that erupted from a vehicle at the far end of the parking lot. However, Judy Anne's face lit up and she hurried towards the noise.

"That's it there," she said, pointing at a silver car with its lights flashing. "The Civic with the Mickey Mouse on it…"

Steve tilted his head at her.

"You like Mickey Mouse?" he asked, all of a sudden in familiar conversational territory. "They used to show him after the newsreels!"

This time, she looked up at him like he had all of a sudden gone crazy.

"Sweetie, that was the Forties," she told him, slowing down her speech as if he were very dim.

Looking very… caught… Steve had to find a way to turn this around.

"Well… you look like you'd remember those days," he fired back, hoping his tone had come out amiable.

She furrowed her brow at him, but an odd smile remained on her bright-red lips.

"Did you just… make a joke?" she asked him, a note of teasing in her voice. "And here I was thinking you might not know how to do that!"

Steve shrugged, grinning wryly at her – okay, he was off the hook on that point.

"I-it comes and goes," he tried not to stutter. "So… Mickey Mouse?"

She laughed again, the two of them continuing to the car, which had not stopped making that terrible honking noise.

"Yes, which one is your favorite?" she asked him.

He noticed that she always said 'yes,' never 'yeah.'

"Fantasia," he answered without hesitation. Finally – something he could talk about without sounding seventy years out of touch! "Didn't do too well in the box office, but it said something to me."

Judy Anne smiled, a softness coming into her eyes that he had not seen before. She unlocked the car by pushing a button. Steve, of course, stepped to her side of the car and leaned down to take hold of the door handle. But the lady blocked his hand, leaning against the side of the car and looking up at him.

"That's one of my favorites too," she told him, taking hold of the handle herself and then getting in. "Your side door's open."

Feeling very wrong-footed again, Steve went round the car and let himself in. The Civic wasn't exactly a good fit for a fella his size. Judy Anne, on the other hand, seemed as if this car had been built around her. She relaxed back into the seat and carelessly tossed one hand on the wheel. The other hand rolled down the two front windows.

"Like I said, this won't take five minutes," she re-informed him, throwing the car into reverse to get out of the space and into drive to exit the lot. "I think you'll like my place tonight."

She pulled into Moreland Avenue traffic and turned off on Ponce where Moreland turned into Briarcliff. Steve found himself slightly dazzled, surrounded by large, luxurious, historical-looking homes. Judy Anne turned onto a small cul-de-sac and into the driveway of one of these large houses. He heard a thundering noise in the house from all the way in the car. She hit the brake, pulled the e-brake and turned the lights off on the car.

"Well, here we are!" she announced jovially.

She got out, came round the car, and got the door for him. Un-crunching his body, Steve got out of the Civic. He decided that the bike was definitely a better fit. Judy Anne indicated that he should follow her, so she preceded him up the front walk. She unlocked her front door and the thundering noise started again, this time accompanied by the sound of something very large running. When she opened the door, Steve took a very hard step back.

It was an Irish Wolfhound the size of a Shetland pony – and it did not look happy with a newcomer.

"Calm down, Rubeus – he's a friend," Judy Anne told the giant dog. It wagged its tail and trotted off. "Come on, Captain, have a seat."

She led him, the dog ahead of them, into a wonderfully decorated living room. The furniture was all nicer than he had ever seen before, but no two objects matched even slightly. A large red-velvet armchair sat across from a deep violet leather sectional couch. The coffee table was not a table at all, but a large black leather steamer trunk with brass fixings. It bore the name Fox on the side in faded yellow letters. Most of the lamps were oil lamps, complete with wicks, but a Tiffany chandelier hung from the ceiling.

"I found that at a garage sale," she told him, indicating the chandelier. "It'd been in a family for a long time and they swore it was imitation. I got it checked out – it's the real deal."

Steve let himself have a seat on the violet couch. It was honestly the most comfortable thing he had ever encountered. Soft and puffy and cool, it was simply perfect. The large dog hopped up into the red velvet armchair. Steve could hear Judy Anne rattling around in what he assumed was the kitchen. She emerged, minus her capelet and gloves, with a glass of wine in each hand.

"I figured this might calm you down some," she said by way of offering. With every bit of ease and grace he remembered from Peggy, she seated herself. "I hope you like red."

He accepted the glass – he wouldn't know one kind of wine from another if it bit him. Judy Anne was definitely the classy one here. It didn't taste bad, kind of sweet but a little bitter. And she looked amazing drinking it. She had her knees tucked up and to one side. Even on this relax-inducing couch, she sat up straight, but not in an off-putting way.

"You don't have a lot of experience with ladies, do you?" she asked, her voice soft so as not to be intimidating. "It's okay, I'm not trying to embarrass you – just answer honestly."

Steve looked down into his wine glass. He had never felt more naked in front of a woman since the day he got turned into Captain America. First, he opened his mouth to speak, but then he shut it again. A sigh followed this failed attempt. Then he opened up again, let out a choking noise, and shut his mouth. Judy Anne's free hand found his shoulder again.

"Yeah, you're right," he finally told her. "Not really, no."

She smiled again, this time gently. It made him feel very safe for reasons he couldn't put his finger on. Nodding, she looked at him over her wine glass, as if she had known this about him on sight. Steve tried to look at anything else but her eyes, thinking the first thin he'd see would be disappointment. Okay, the dog – too weird, and the steamer trunk offered no answers. The carpet didn't have any magical insights either. And now, Judy Anne once more refused to let him look away. He didn't let himself breathe as her hand, without the glove, touched his face and turned his gaze back to her.

"It's okay, I understand," she soothed, those green eyes focusing in on his. "I take a kind of interest in… teaching this kind of thing."

Steve looked at her, more than a little confused.

"What do you mean… teaching?" he asked.

The smile that made his insides go interestingly cold came back to her face.

"You could say…" she started, her voice dropping by an octave and her smile widening in a wonderful way. "It's my job, Captain."

He blinked, unsure how to react.

"Job?" he asked.

"Come downstairs."

She stood up and finished her glass. He stood as well automatically. Judy Anne stretched out a hand and he took it, letting her lead him out of the living room. They went down a long hallway and then came to a door on the left. This kind of neighborhood didn't look like the kind with basements… But she opened the door and gestured for him to go ahead of her.

The stairs were carpeted. He could barely see two feet in front of him. And the staircase seemed longer than any he had been on recently. Not only did this house have an unexpected basement, but it was deeper than normal. He found the bottom of the stairs and extended his hand up to help Judy Anne. Smiling at him, she descended the last six stairs with the grace of a movie star. He smiled back – maybe she reminded him of Lauren Bacall.

She led him over to another couch – this one black leather, almost as soft as the other one. But instead of sitting next to him, she walked off and he couldn't see her. But then she turned the lights on and his eyes widened in shock.


	3. Chapter 2

**Disclaimer: **_**Still not mine. Thor, Captain America – you name it, none of the Avengers is mine. Not one. I want them though. Mostly Thor and Captain America… Sorry this chapter took so long!**_

Chapter 2

The lights came on and Captain Steve Rogers stared about as if he had suddenly found himself on another planet. First thing he noticed was the black concrete floor. Then he looked round at the furniture. Half of it, he couldn't really be sure if it was furniture or… what _was _that stuff? A few pieces had recognizable seats. The majority of it was coated in black leather. Some had discernible wood parts. The large metal cage gave him pause… a lot of it.

He looked around the room again. The lighting was not harsh – normally, with equipment like this stuff, the lighting was more designed for… other things. Torture seemed to be the common denominator for it. But he looked back at Judy Anne. She had an inscrutable look on her face, apparently gauging his reaction to all the things around him.

"So, uh… Judy Anne?" he started to ask, still looking around. "What did you say your job was?"

She advanced, her heels clicking on the black concrete floor. One arm gestured around at the harder-looking pieces of furniture. His eyes got drawn to a rack of leather… things. She walked over to this rack, picking up one of the things – a long, multi-stranded whip made of green leather. Steve's first instinct was to get the hell out and call the police while he was at it. But the look on her face made him stop for a second and think.

"My day job?" she said more than asked, putting the green thing back on the rack and picking up a long, thin black stick-looking thing. "I'm a professional dominant."

Steve gaped at her, at the moment not caring that he looked like a fish in a market window. If she had been intimidating before, now she was as close to frightening as he had ever seen a woman! Barely five-foot-three, she only gained about two inches with the heels. She wasn't exactly big-boned either. It was not his natural state to see a woman as a threat or an enemy.

"I'm not sure I know what you mean," he told her, still looking around at everything in the room with them. "You're a professional what?"

Judy Anne whipped the stick-looking thing through the air a few times – it made a very strong _whooshing_ sound. Steve leaned back harder against the couch, as if he somehow expected it to become his shield. The auburn-haired woman approached him, the stick-thing still in her hand. And she sat calmly beside him on the couch, the handle in one hand and the tip in the other.

"I help people work out certain issues in their lives, usually power issues" she explained. "Sometimes, people get things like power in intrapersonal interaction out of balance in their lives. Particularly men… There's a kind of man who has too much power in his everyday life. And it makes it hard for him to interact with people – makes relationships damn near impossible. You follow me?"

Steve nodded slowly – where he came from, the kind of man she was describing often ended up blowing up large buildings… then Tony Stark came to mind.

"Yeah, I'm familiar with the type," he agreed, keeping a wary eye on that black stick in her hand. "Can you keep going? I'm still a little lost."

Judy Anne nodded in agreement, running one hand up and down the stick-thing almost hypnotically – Steve couldn't stop watching her.

"Well, this kind of person, like I said – usually a man, needs help balancing the power in his life," she continued. She snapped the stick against her own hand, making a loud sound. "And that's where I come in. I exercise power over them, helping them sort of come back to earth so they can function. You see all these things? They're almost like medical equipment – heh, some of it is – that help me treat some imbalances in these men."

She had skated over a few things, he could tell, but so far, he followed – these things were not for doing anything he needed to call the police about. From what he gathered, there were men out there who paid for this sort of thing. And since she'd used a couple of qualifiers, probably some women too…

"So, where do I come into all this?" he asked, trying to get straight to the point.

Her face softened and she looked at him with caring eyes, those pretty green eyes that caught him in the bar.

"That's where my job as an educator comes in." Her eyes narrowed, but she smiled at him almost playfully. "A lot of men who haven't got a lot of experience with women end up stifled because they don't know two major things: what they themselves like, and how to please a woman."

Steve nodded slowly, his eyes darting back and forth from the smile on her face to the stick in her hand.

"Okay, I get it… I think," he still puzzled, wary of his own questions and answers. "So you want to teach me… what exactly?"

She leaned a little closer to him – his first instinct was to lean away, but somehow he checked that. Taking deep breaths to steady himself, he discovered that she smelled wonderful. He couldn't place the scent, something very sweet and soft without being cloying. Judy Anne's eyes closed almost entirely, making her look like a happy cat.

"I see a lot of potential in you, Captain Rogers," she told him, laying the stick across her lap and stroking his shoulder. "You're handsome. You're strong. And I have this sneaking suspicion that you're a fast learner."

For the first time, he willingly looked her in the eye.

"You didn't answer my question, ma'am," he told her, trying to keep the edge out of his voice. "What is it you're trying to teach me?"

Judy Anne grinned, showing him those dazzling white teeth.

"I like that attitude," she evaded, but then she squeezed his shoulder gently. "Tonight, I intend to give you a crash course in learning what you like… and learning to please a partner."

Steve blushed harder than he reckoned he ever had in his life – including that time he and Bucky played poker with cards printed with naked ladies.

"So, where do we start?" The words tumbled out before he could give it terribly careful thought.

And Judy Anne's smile widened, showing him those teeth again. She leaned in closer. Steve found himself breathing a little deeper, trying to keep himself from breathing too much harder. She closed her eyes, the light catching her long eyelashes. Next second, those red lips pressed onto his. He closed his eyes as well… For the first few moments, he could only stay stock-still. Then her hands found his and she guided him to wrap his arms around her. It wasn't his first kiss, but it certainly felt like it.

Her tongue trailed along the seam of his lips and he parted them automatically for her. Gentle fingers ran up his back, stroked the back of his neck, and then threaded into his hair. Steve sighed, his arms tightening around the petite woman. Without any form of thought, he twisted his body. Judy Anne came with him, winding her body up in his lap. After a few more moments, neither of them could breathe.

"You really like being physically in control, don't you?" Judy Anne asked him as they pulled apart. Steve looked slightly guilty, so she reassured him, "No, that's not a bad thing. I can teach you how to exercise that in a healthy way that feels _really _good to everyone involved!"

Steve looked down at her, lying quite comfortably in his arms.

"That have anything to do with the stick there?" he asked, smiling wryly.

She giggled, wiping a smudge from her lipstick.

"That's a cane, honey," she informed him. "Black acrylic, twenty-four inches long – it's got a sting to it, rather than a thudding sensation. Often used in role-playing scenes involving school scenarios…"

Somehow, he liked her tendency to let loose a stream of information as if she were reading it out of a book.

"Will you teach me how to use one?" he inquired, trying to sound off-handed and failing miserably.

Judy Anne smiled up at him, straightening out her shirt.

"We'll see," she evaded. "First, we need to figure out what you like…"

Steve smiled – a very rare genuine smile that reached his blue eyes.

"Well, I think I like this," he told her. "What else is there?"

"Oh, plenty," she fired back at him, then taking a firm hold of his chin and _making _him look at her. "Example… See which you like better: _this…_"

And she lunged at him in a way he was not prepared for, pressing her body down on top of her. Her red lips, still damn near perfect, assaulted his, her tongue demanding entrance. And her hips, still clad in that unmarred pencil skirt, pushed against his a bold and insistent fashion. Steve had never experienced anything like that before! He felt her slight weight on top of him and was glad for it… He groaned audibly when she pulled away.

"You like that?" she asked, her voice caught in her throat, harsh and rasping. "Well how about _this_?"

She grabbed the collar of his shirt and switched their positions, pulling him on top of her and suddenly lying still beneath him.

"Show me…" she whispered, looking up at him through half-closed lashes. "Go at your pace and do what you want."

For a moment, this sounded strange to him.

"What if you want me to stop?" he asked frankly.

Those red lips smiled at him again, her eyes shining with praise.

"I'm really proud of you for asking that," she told him, reaching up to stroke his face. "If at any point I want you to stop, I will say 'red.' And that goes for you too. If something's too much for you or you need to stop and think, just say 'red' and everything will stop while we fix things. D'you follow all of this?"

Steve nodded slowly – this was a good arrangement to him.

"So… what do you want me to do?" he asked, carefully touching her face with his fingertips. "Will you tell me?"

Judy Anne nodded, again looking pleasantly surprised.

"This is also a good approach – asking is the number-one way to find out what your partner likes and wants." She tilted her head back and to the side, running her hand along the side of her throat. "Now me… My throat is incredibly sensitive. A partner who is willing to share this with you trusts you… so be careful there at first."

And she reached up, pulling him down to her and sighing as he wrapped both arms around her. Starting very carefully, very gently, his lips touched the pulse point at the right side of her throat. At her insistence, he began pressing open-mouthed kisses there, even sucking on the skin a tiny bit. Her fingernails, long and pointed, traced the back of his neck. He let out a groan in response, sucking a bit harder.

"Bite me there," Judy Anne urged him, arching her back and allowing her fingernails to nip his skin a little more. She felt him freeze up. "It's okay, you won't hurt me."

He couldn't let himself think – if he put any thought into this, he knew he would make himself stop. So he let his teeth touch her skin, very lightly at first. Then, at her answering moan, feeling her squirm under him, he let go. She scratched down the back of his neck, not taking kindly to 'no' right now. Oh what the hell, his brain finally shut off for a second. His eyes rolled back, his teeth pushing hard against her skin. Judy Anne moaned aloud, writhing beneath him – she had not been kidding about how sensitive she was there.

"Oh god…" she groaned, her hands trying to tangle in his hair. "You're a natural!"

His hand came up to cradle her cheek as he pulled back and looked down at her though mostly-glazed eyes. He had never felt anything like this before – the sensation of his blood pumping so… Normally, he associated increased heart rate and adrenaline rush with a fistfight – or a firefight. Judy Anne looked back up at him, her hand covering the place he had just been at her neck. This unnerved him, so he carefully moved her hand and froze at what he saw. He had left a deep purple bruise and a set of teeth marks.

"Don't look at me like that," she insisted.

He had to shut his eyes – good men simply did _not _do things like that!

"I'm sorry, Judy Anne," he said softly, his voice breaking a little.

But he felt her trailing the backs of her fingers down his face.

"Open your eyes," her voice commanded – he had to obey her, making himself focus on her eyes. "And I want you to listen to me very, very carefully."

All he could say was, "Yes, ma'am" – this made her smile.

"I know exactly what's going through your head right now," she informed him, her tone unshaking. "You've been told all your life 'don't hurt girls.' Well that's a dangerous way of thinking. One, it only applies to girls who act a certain way, leaving other women open to violent crime. Two, it closes you off to the ability of fully giving your partner what she wants."

Steve ran this through his head several times.

"I follow you so far…" he said slowly, thinking hard. "Could you maybe go a little further for me?"

She nodded.

"Not a problem at all," she agreed, smiling. "What I'm trying to tell you is this: there is a difference in _hurt _and _harm. _Good men may _hurt _their partners if that is what the partner wants and has asked for. This is between consenting adults and safety is put first. Good men do not _harm _anyone."

This made absolutely perfect sense in the logical part of his brain.

"That's… gonna take a minute to sink in," he said wryly. "But I think I get the concept."

He paused, working something else over in his mind.

"Judy Anne?"

She tilted her head at him.

"Captain?" she asked, smiling as if she knew something he did not.

"May I do that again?" The words tumbled out of him before his brain could shut off. "If it's okay with you…?"

Judy Anne tilted her head back, inviting him without words to, yes, of course, "do that" again. And his lips and hands were on her again. His hands cradled either side of her face, while his mouth met hers. Next second, his tongue imitated what hers had done, sweeping along her lips. Acting on instinct when she let her tongue touch his, one hand came down from her cheek. Before he could give it any thought, the same hand found her left breast. Then he froze again, unsure of what to do now – had he offended her?

But when her hand came up to guide his, he relaxed – she hadn't said anything, so, watching her face carefully, he continued. She clearly seemed to enjoy it! Arching her back beneath him, she showed him around her upper body outside her shirt, teaching him where and how to touch. Inwardly, she smiled proudly – this guy just had it in his nature to make women happy! A gentle nature, great fear of offending… That could definitely go in a good direction.

When he asked, "_Am I doing it right?_" she almost got a little worried – did he have something causing a serious imbalance here? Inexperience could be a double-sided coin: over-eagerness or complete lack of confidence. But then she opened her eyes and saw the expression on his face. He was smiling! Well, sort of a wry grin, but she got the feeling that was sort of his trademark face.

"Oh, believe me, you are well on your way to doing a lot of things _very right_," she purred, letting him explore on his own for a moment. "And I was right too – you do pick things up fast!"

This time, Steve smiled genuinely and, on impulse, kissed her again. This time, he didn't stay long, holding her very close and pressing their lips together quickly. When he pulled back, they both looked rather surprised – could it be that neither of them thought he had that in him? Judy Anne looked pleased while Steve tried very hard not to. The two of them sat up, considering each other.

"Take it you liked that?" he asked, for the first time showing her that he could possibly be a little cocky!

Judy Anne grinned, picking her cane up where it had fallen to the floor.

"I did, but you've got a long way to go, sweetie," she all but warned him. Just to see what he would do, she flicked the cane lightly against his chest. "I think you need to try something else."

Oh damn, thought Steve – he'd gotten it through his head that he knew what he was doing, kissing-wise. Just hadn't done that in a while. The stick… cane… in her hand still made him a little nervous. This whole Captain America thing didn't exactly make him impervious to pain. Then again, he'd never thought of pain in _this _kind of context before. Judy Anne got up from the couch, cane still in hand. Slowly, she stalked back and forth.

"So, yes… I think you're ready for something a little more challenging," she told him, that dangerous smile back in place. For a moment, she walked away, approaching a small table with a mirror on it. From a drawer under the table, she drew a tube of lipstick and fixed herself up. She continued to speak to him, facing the mirror. "Hmm… Look around. What do you see that interests you?"

Steve surveyed the room again, this time in open curiosity. The first thing that caught his eye was a large bed-shaped thing. Only it wasn't a bed. It had the four posts, a place for a canopy, and a mattress-like part. The posts had metal parts on them: clips and rings, things like that. And the top didn't look like it was really meant for a canopy. The cross-pieces were far too strong and thick to be made for that. But somehow, he managed to tear his eyes away from that.

The next… item that caught his interest looked a bit like a picnic table but… very much not. All three surfaces were padded with black leather. The two side pieces looked like the benches of the 'picnic table.' And the top was slightly wider and also flat. The same sorts of rings and clips also decorated the wooden surfaces of this piece. Somehow, that wasn't as interesting as the bed-shaped one. He shrugged and kept looking.

Then he came to a piece that he could not fathom the purpose of at first. Four wooden posts were firmly embedded in the concrete floor. And four more connected each of these posts, forming a perfect cube. Purpose started to dawn slowly on him. But he wanted to know for sure… He looked over at Judy Anne, who seemed to be studying him.

"What does that one do?" he indicated the cube-looking thing.

She smiled again, looking around at all the pieces he had studied.

"Those are a bit advanced, but you're on the right track!" she said, turning back to the mirror to check her eye makeup. "I think I'll start you off easy… Ever tried role-playing?"

Steve blinked at her, wondering where she might be going with this – Judy Anne nodded back.

"Okay, have you ever heard of role-playing?" she asked gently. He shook his head. "Well, let me put it to you this way: ever play cowboys and Indians when you were a kid?"

Okay, now he was really confused – what did a bunch of kids whomping on each other in a Brooklyn alley have to do with women? The only connection he found was the rule about not hitting girls. And, honestly, he had wondered about that ever since he met Janet Albright. When they were nine years old, that girl had a swing to knock out most anyone on the block… But he nodded slowly, still looking at Judy Anne in mild befuddlement.

"Well, it's like that, but for adults," she continued, advancing away from the small make-up table. "It's more like acting. You and your partner take on different roles. Depending on your comfort levels, this can go as deep as you want it to."

This made… some sense.

"So… what are you supposed to be?" he asked, still wrapping his mind around this whole concept.

"That's just it." She paused. "Anything you want."


	4. Chapter 3

**Disclaimer: **_**This is just a fangirl's twisted smut. I don't actually OWN any of this. Well, I own Judy Anne Fox. If you want to use her, ask nicely. Matter of fact, ask reeeeal nice. It's still not mine. But this is my grape juice.**_

**Author's Note: **_**I am so sorry this took so long! I haven't forgotten about you, lovelies! It's my summer semester at school. So that's kind of pooey.**_

Chapter 3

Steve blinked, still trying to wrap his mind entirely around what it was Judy Anne wanted him to do. She studied him carefully. When he made no move and seemed to sink back into his thoughts, she approached him. This wasn't a problem – taking the lead in these situations just came with the job description. At least he halfway looked like he understood what she wanted.

"What kind of school did you go to?" she asked, prompting him to think, to craft a scenario in his head. "Think about it for a second, then tell me."

So he thought for a moment. High school during the Depression had been an interesting thing in Brooklyn. Mostly the teachers seemed to be there just to act like zookeepers. Boys got into fistfights in the hallways and occasionally if one walked by the girls' bathroom, smoke poured out from under the door. But he'd gotten through it okay. His marks weren't the best, but they weren't the worst either. Being the little guy, he never had a date, and bigger boys thought of him as their personal punching bag… And of course, he fought back. Sometimes he wondered if he wasn't just fighting himself and using them to hurt his hands on. Not to mention the rest of him…

"Did you have a favorite teacher?" Judy Anne's voice popped into his thoughts, guiding him. He nodded. "Tell me about her."

This time, Steve grinned.

"Miss O'Malley," he replied without hesitation. "Irish dame… er… lady… Bright red hair, still had the accent and everything."

Judy Anne grinned back – so he had an incurable thing for redheads! Well, it couldn't have happened to a nicer guy! She could most definitely work with this. She touched her own hair for just a second, fixing an out-of-place strand. Her red lips curved up in a smile again. The scene she suspected he might have in his head was one she adored playing with!

"And this would be when you were how old?" she asked. "Sixteen? Seventeen?"

Steve blushed again.

"Seventeen," he told her. "She had this thing about making every son of a gun in that room feel like she was lookin' right at him."

Somehow, Miss Fox seemed to know exactly what he was on about. Looking at her face, Steve reckoned she might just have that same thing. Surely she made him feel like she could see right through him! Judy Anne had the basic picture – the fondness in his voice told her he had majorly had a thing for this teacher.

"Was she strict or did she let everybody get away with everything?" she prodded further.

Steve thought for a second.

"She was a real redhead… We could all tell if she was in the mood for having some fun," he recounted, smiling fondly at the ceiling as if he could see the woman whom he described there. "But if she had this one look on her face, everybody'd better watch out!"

His eyes found Judy Anne's face again. She had a beautifully peculiar expression, her red lips quirked into a delightful smile. Crossing the room back to him, she settled herself on the couch beside him. Her posture was absolutely perfect, a superior gleam in her green eyes, like she knew everything. Steve couldn't take his eyes off her. All of a sudden, he swore he felt a hard, unforgiving desk chair under him. He could smell chalk, floor polish, and Chanel No. 5.

"She had this thing about making boys polish the floor if they seriously grated on her," he mused, the smell still very real to him. "Didn't matter if it was spotless – you crossed the line, you polished that floor. Kind of strange though… she'd hang around and watch…"

Judy Anne licked her lips just shy of subtly – it was certainly enough to spike Steve's interest.

"Did you ever wind up polishing that floor?" she asked with a note of _knowing _in the depths of her voice. Steve blushed and became very interested in his boots. Judy Anne bared her teeth more than smiled, but schooled her expression. "How many times…?"

Steve shrugged his shoulders, more out of nerves than any kind of dismissal.

"Only once," he finally admitted. "But I remember it like it was yesterday."

Judy Anne smiled genuinely this time – just from how she read this guy, this was probably the first time he had managed to tell anyone this kind of thing.

"What happened?" she asked, digging a little deeper – he had started to squirm and it didn't seem to be from discomfort.

Steve blushed, grinning again.

"I got in a lot of fights as a kid," he said, a definite note of pride in his voice. "Me and this big fella… We heard somebody yell, and then we saw 'em coming. The principal got the big guy and I took off – Miss O'Malley caught me."

Continuing to play with her cane, Judy Anne nodded.

"And what did she do?" she continued to dig. "Was she angry?"

Steve looked very much like she suspected he did when this incident occurred, probably minus a shiner and busted lip.

"Nah, it was worse," he confessed, shifting in his seat – Judy Anne notice the front of his pants tenting. "I still remember her voice. She just said she was _disappointed in me_. Turned down the hall and I just felt like my guts had all dropped outta me."

And Judy Anne had a _gem_ of information to work with.

"So she stayed to watch you do the floor?" she prompted. Steve nodded, so she continued. "Did she talk to you?"

Captain Rogers – Captain America himself, but he wasn't telling _her _that – all of a sudden looked frighteningly, wonderfully like a reprimanded schoolboy.

"No, that was the worst part," he told her, his face red and his eyes downcast. "I rolled my sleeves up and got to work, hoping she'd go easy on me eventually. She did everything but even look at me – graded papers, straightened the classroom, even powdered her nose."

The red-lipped smile turned fiendish.

"And how did that make you _feel_?" she purred to him, running a set of long fingernails over his shoulder. "Tell me how much you remember."

And Steve could not disappoint her – the feeling of having disappointed Miss O'Malley stinging as if the incident just happened again.

"My chest got tight… I couldn't quit blushing – silly, I know," he recollected, unable to meet Judy Anne's gaze. "It felt like my guts kept squirming… like snakes."

Judy Anne put her hand under his chin and _made _him look at her. Steve felt helpless – why was he _letting _her do these things! He was Captain America, darn it! He did not let people _make _him do things! And why did it really sit oddly with him… her being a woman and doing this to him? Not… oddly in a _bad _way… In fact, it felt kind of nice, giving that control to her.

"Did you like that feeling? Deep down?" she continued to prod. Steve tilted his head at her in confusion, so she explained, "Boys often have a subconscious realization that they enjoy being disciplined by powerful women…"

Wrapping his mind around all this, and tearing his mind away from the memory of Miss O'Malley, Steve nodded slowly.

"So… what does it all boil down to?" he asked. "Why'd you have me remember that? Not that I didn't enjoy it…"

She got up – Steve frowned, thinking he had done something wrong and offended her.

"That's just it," she told him, smiling. "You enjoyed it. And what I want you to do right now is close your eyes and take yourself back there. You're in that classroom again. You know you've done wrong. Except your teacher is Miss Fox and you _want _her to punish you."

Steve's eyes widened. His heart seemed to do a two-step in his chest, almost banging against his ribs. But he closed his eyes as she asked and let his mind take him back into the room that smelled forever of floor polish. He could hear her doing something… Judy Anne crossed the room and began to search through a black chest of drawers. Next second he heard her soft '_aha_' and the drawer closing. Then she walked over to something and he could hear her settle herself into a chair with rollers.

This whole night had been one big unraveling mystery to him. Inside, he felt so many different things that he couldn't process them all. Confusion remained, along with curiosity. The feeling of being entirely wrong-footed had started to wear off. Judy Anne wasn't like any woman he had ever seen before, not Peggy or… what was her name? Natasha, right…? Miss Fox had an appeal he had never encountered. And nothing unpleasant had happened so far, so why not just go with it?

"Can I open them now?" he asked, not sure if he was still facing her.

He heard a drawer in what sounded like a desk open and then snap closed. A light object made sharp contact with the surface of the desk. The same twisting feeling of Miss O'Malley deliberately not looking at him happened again. But this time, he could correctly identify the accompanying warmth as arousal. His pants had been tight before, lying on the couch with her. He wanted her to keep touching him… or maybe take some control back and touch her. But when he heard that sharp sound against the desk again, he snapped out of it.

"All right…" he heard Judy Anne's voice, a very hard and cold edge to it. His insides heated up again. "You can open them now, but the scene starts the second you do. Tell me again that you understand 'red' means 'stop'."

He nodded, hoping he had faced the right way.

"None of that – you say 'yes, ma'am' you do understand or 'no, ma'am' you don't understand," she commanded sharply.

That response, Steve knew how to do.

"Yes, ma'am," he said immediately. When she didn't respond, he finished with, "I understand."

When he heard her affirm that she had heard him and she accepted that he understood, he opened his eyes. All right, he had not been facing the right way. Upon first look, he had been facing the cube-looking thing. So he turned round to find the place he had heard Judy Anne's voice coming from. He swallowed hard, feeling his heartbeat up in his throat at what he saw.

"_Mister _Rogers," Judy Anne said in that cold voice, her green eyes staring into his blue ones with blistering intensity. "Come here to my desk."

"Yes, ma'am," came out of his mouth before he could even think about it.

And he approached the large black wooden desk. First thing he saw appeared to be a wooden ruler. Oh yeah, he remembered that too. He'd seen guys get a swat every once in a while. Since he didn't usually get himself in trouble other than that one incident, he'd managed to avoid that one. But if he really listened to the little voice in his head, he wondered what it felt like… Judy Anne's perfectly-manicured hand rested on one end of the ruler.

"So… what's this about, Judy…" He started to ask, but her eyes turned icy at the use of her first name. "I mean… Miss Fox."

She looked him up and down and immediately he went to 'at ease.' This seemed to please her, those lips turning up at the corners. But her eyes were still green ice. Her hand closed round the end of the ruler and she picked it up, tapping it a few times audibly against her palm. Steve felt the hairs on the back of his neck stand on end and made himself control his breathing.

"Your continued… _misbehavior_…" her voice seemed to cut directly into his skin, every syllable perfectly selected to make him squirm, "… has run the last of my patience out."

Steve blanched – he had the distinct and immediate feeling that he was in a lot of trouble.

"Ma'am?" he had to make himself not splutter.

Her eyes narrowed and she looked more dangerous than Miss O'Malley ever had, the ruler still snapping against her palm.

"Yes, you have deeply _disappointed me_," she continued, stilling the ruler's movement. "And you _will _be punished."

This time, he swallowed hard – he had a feeling he knew what came next.

"Yes, ma'am," he said automatically – when all else failed, the answer was 'yes, ma'am.'

"Now come and stand by the desk," commanded Miss Fox.

Immediately, Steve did as she said, once more coming to 'at ease' about three feet from the end of the desk. Miss Fox rose from the rolling chair, the ruler still securely in her hand. The hard sound of her high heels against the floor made Steve's spine tingle from end to end. Very deliberately, continuing to study his form, she rounded the corner of the desk. One imperious finger pointed to the edge of it.

"Bend forward and put your hands on the edge of the desk," she ordered, looking from his face to the specified edge. When he gulped and stared at her, poleaxed, she continued, "Be quick about it, boy!"

Panting softly before he even realized he was, Steve paused, but at Miss Fox's raised eyebrow, he did as she said. His hands rested against the very solid wood and he stared down at the grain of the surface. He gasped when an incredibly cold hand with exceptionally long fingernails found the back of his neck. Those nails trekked across his skin, raising gooseflesh all over his body. The flat of the ruler pressed firmly against his backside through his trousers. Some far less-than-gentlemanly words chased round and round in his head.

"Yes, yes, that'll do," that ice-cold voice purred in his ear. "Now I want you to _think _about what you did."

Before he could think about _anything_, he heard the _SNAP! _For a moment, he couldn't feel much but surprised. Through trousers and boxer shorts, one whack from a wooden ruler didn't do much. But then it happened again. Still, not much he could really feel… And again! Now it started to feel like the beginnings of an insect bite, an ant or a mosquito. He took a deep breath, flexing his hands against the surface of the desk. And the strokes kept coming… Soon, the side of his backside she focused on burned as if stung by a wasp!

"Tell me, boy," she whispered in his ear, stopping the motion of the ruler and letting him remain bent over and burning. "Will you ever disobey your teacher?"

It wasn't pain like he was used to – the left side of his behind simply burned, with no broken skin or anything.

"No, ma'am," Steve panted, shrugging his shoulders to adjust his position.

He could all of a sudden feel her body pressed against his back. One hand, much smaller than his own, slid along the waist of his trousers. His back arched into her warm body seemingly of its own accord. Her body against his made his mind feel only half in working order, hearing her making soft sounds. And he found himself having to fight to keep his hips still. But then that hand crept downwards. His teeth clenched, but he couldn't help the yelp that escaped when she touched him. Even through his trousers, she wrapped her hand around his length.

Then everything went stonily silent.

Miss Fox's hand stilled, but then gripped his length with a sudden ferocity that genuinely frightened him! Before Steve really had his head round what was going on, he found himself sat forcibly on the edge of the desk. All of a sudden, that wasp-sting sensation _really _got under his skin! Miss Fox had one hand on either side of his hips, her body pressing between his legs. Surely she could feel his arousal against her. The thought both delighted and scared him, causing his length to twitch. And those green eyes burned at him.

"Tell me, did that arouse you?" she demanded, pushing her hips tightly against him. "Did you _like _having that ruler smack you in the ass?"

Before he could think about it – really odd, how often he just let that happen tonight – he found himself nodding. He couldn't meet Miss Fox's eyes, staring instead at an imaginary spot on the wall. But once more, she refused to let him look away from her. She slapped the ruler down on the desk beside him and both hands cupped his face, forcing him to look into her eyes. Her lips lay slightly parted, showing him those brilliantly white teeth.

"Boy, you should look your _teacher _in the eyes when she's talking to you," she purred dangerously. "Now, if you won't _tell me _just how that made you feel, I think I can figure it out for myself."

And her hands were on his belt. If this had happened yesterday, he could swear he would pull her hands away. Heck, he'd have probably gone screaming into the night! But tonight, he could only let his hips squirm, kind of helpfully and kind of not, as her hands yanked his belt open. The button of his trousers came open, his erection straining against the zipper until she pulled that down. He took in breath after breath, gasping and panting.

"Yes, ma'am," he breathed out. "Yes… yes, ma'am…"

Miss Fox's hands did not touch his exposed length, standing proudly from the fly in his boxer shorts. Steve couldn't do much but gasp, the desire for her to touch him becoming damn near overwhelming! His erect length jumped and twitched with arousal – he wanted _something_… _anything…_ to make the tension cease! But the lady who right now held every nerve in his body in her perfectly-manicured hands stepped away.

"If you are aroused by a little tap with a ruler," she practically threatened, setting the ruler down and crossing the room again. Her hands found the cane and she picked it up again almost lovingly, coming back. "Then you should just _love _this little darling. Shall we try?"

Sitting on this woman's desk in a basement with his trousers round his knees, Captain Steve Rogers could only whimper. She looked so perfect! Not a hair out of place, tapping her cane lightly in her hand… Then she stepped back into his personal space. Carefully, she stood away enough that his length did not touch her, but he could feel the warmth of her body on his bare thighs. Through half-lidded eyes, he looked at her pleadingly.

"Please, ma'am," he just about groaned.

Her eyes narrowed, but she smiled wickedly – the expression made his knees so weak that, if he had not been leaning on the desk, he might fall on his ass!

"_You_… are a naughty boy, Rogers," she crooned, prodding his chest with the tip of the cane. "I think… Perhaps you _enjoy _being punished."

Steve gave her a very shaky grin, his eyes clouded with lust and _want _and so many other things that he just could not name.

"Well, ma'am…" he grated out, trying one last time to recover his dignity. "I guess you'll have to try that stick out and see…"

The green eyes flashed. Steve gasped as the cool length of the cane pressed against his cheek, Miss Fox's body all of a sudden almost on top of him. He couldn't help bucking his hips up against her. The drop of aroused wetness at the end of his length smeared on the waist of her perfect black pencil skirt. This time, her hand clasped his bare erection with a renewed ferocity. Steve's eyes went wide and his body stilled entirely.

"Oh, believe me," she growled, her hand practically a fist on him and her green eyes holding his blue ones captive. The swell of her breasts pushed against his chest. "I am about to make you _love_… this stick."

Shivers traveled up his spine in ways he had never even thought about feeling before. With his most personal organ in the grip of a woman who looked more than capable of doing him bodily harm, adrenaline sang through his body. His wide eyes almost did not blink at all. Miss Fox pumped his length, first once, and then twice. This time, his eyes rolled all the way back in his head.

Miss Fox backed off of him, the black cane in hand – never had he seen such a menacing small object. He had faced the Tesseract, dodged bullets, and dealt with his aunt's perpetually-angry French bulldog. But now he felt a rush of adrenaline that made his skin feel hot without sweating. Judy Anne's beautiful green eyes flashed again.

"Face that wall, put your hands on it," she commanded, pointing with the cane. "And bend over."


End file.
